KeyCorp (NYSE: KEY) director and 10% owner reports 306K-share sale, still holds 162M shares

Rhea-AI Filing Summary

KeyCorp reported an insider share sale by a director and 10% owner. On 11/25/2025, the reporting person disposed of 306,143 common shares of KeyCorp at a price of $17.2 per share. After this transaction, the reporting person beneficially owned 162,478,674 KeyCorp common shares in direct ownership.

The disposition was carried out under an Investment Agreement dated August 12, 2024, which allows the reporting person to participate, in certain circumstances and on a pro rata basis, in any repurchase by KeyCorp of its common shares. For Section 16 purposes, the reporting person may be deemed a director-by-deputization because of contractual rights to nominate directors to KeyCorp’s board under this agreement.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider BANK OF NOVA SCOTIA

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Disposition	Common Shares	306,143	$17.20	$5.27M

Holdings After Transaction: Common Shares — 162,478,674 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BANK OF NOVA SCOTIA

(Last) (First) (Middle)

40 TEMPERANCE STREET

(Street)

TORONTO A6 M5H 0B4

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KEYCORP /NEW/ [ KEY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	11/25/2025		D(1)		306,143	D	$17.2	162,478,674	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Disposition pursuant to the Investment Agreement by and between the Reporting Person and the Issuer, dated August 12, 2024 (the "Investment Agreement"), and related arrangements between the Reporting Person and the Issuer, pursuant to which the Reporting Person participates (in certain circumstances, automatically), on a pro rata basis, in any repurchase by the Issuer of its common shares.

Remarks:

Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person may be deemed to be a director-by-deputization by virtue of the Reporting Person's contractual right to nominate directors to the board of directors of the Issuer pursuant to the Investment Agreement.

	/s/ Raj Sachdeva, Vice President, Head of GBM&T Compliance Canada	11/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction involving KEY stock is disclosed in this Form 4 for BNS?

The filing reports that a director and 10% owner disposed of 306,143 KeyCorp common shares on 11/25/2025 at a price of $17.2 per share.

How many KeyCorp (KEY) shares does the reporting person own after the 11/25/2025 sale?

Following the reported transaction, the reporting person beneficially owns 162,478,674 KeyCorp common shares in direct ownership.

What is the relationship of the reporting person to KeyCorp (KEY)?

The reporting person is identified as both a Director and a 10% Owner of KeyCorp.

Under what agreement was the 306,143-share disposition in KeyCorp executed?

The disposition was made pursuant to an Investment Agreement dated August 12, 2024 and related arrangements, which allow the reporting person to participate on a pro rata basis in certain repurchases of KeyCorp common shares.

Why may the reporting person be considered a director-by-deputization at KeyCorp (KEY)?

The reporting person may be deemed a director-by-deputization because the Investment Agreement grants a contractual right to nominate directors to KeyCorp’s board of directors.

Does the filing mention Rule 10b5-1 trading plans for this KeyCorp transaction?

The form contains a checkbox for trades made under a Rule 10b5-1(c) trading plan, but the excerpt does not indicate that this box was checked for the reported disposition.